AMENDMENT #1 TO EXCLUSIVE LICENSE AGREEMENT
Exhibit
10.5
AMENDMENT
#1 TO EXCLUSIVE LICENSE AGREEMENT
This
Amendment #1 (“First Amendment”) is made and entered
into on December 15, 2015 (“First Amendment Effective
Date”) by and between The Washington University, a
corporation established by special act of the Missouri General
Assembly approved February 22, 1853 and acts amendatory thereto,
having its principal offices at Xxx Xxxxxxxxx Xxxxx, Xx. Xxxxx,
Xxxxxxxx 00000 (hereinafter referred to as “WU”) and
Chromadex, Inc., a corporation of the State of California, having a
place of business at 00000 Xxxxxxxxx Xxxx., Xxxxx X, Xxxxxx, XX
00000 (hereinafter referred to as “Licensee”), each a
“Party” or collectively the “Parties” of
this Agreement.
WHEREAS, WU and
Licensee entered into an Exclusive License Agreement (WU Contract
No. 004446-011) on March 4, 2013 (“ELA”);
WHEREAS, certain
information in the ELA was designated “TBD” in the
“Milestone and Payments” table on page 1 and in the
Exhibit F “Diligence Milestones” table;
NOW
THEREFORE, in consideration of the foregoing and the agreements
below, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:
1.
The Milestones and
Payments table in the Preamble on page 1 is replaced in its
entirety with the following:
|
Market
|
Milestone
|
Approximate
Timing
|
Payment
|
|
Field 1 (dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
$2K
|
|
Cumulative
sales >3kg
|
18
months
|
$5K
|
|
|
$200K
cumulative sales
|
24
months
|
$10K
|
|
|
$1M
cumulative sales
|
36
months
|
$15K
|
|
|
Field 2 (food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
$5K
|
|
Cumulative
sales >20kg
|
48
months
|
$10K
|
|
|
Field 3 (consumer
foods)
|
Cumulative
sales >3kg
|
24
months
|
$5K
|
|
$100K
cumulative sales
|
36
months
|
$10K
|
|
|
$500K
cumulative sales
|
48
months
|
$15K
|
|
|
Field 4 (research
reagents)
|
$5K
cumulative sales
|
24
months
|
$500
|
|
$10K
cumulative sales
|
36
months
|
$1k
|
|
|
Field 5 (pharmaceutical)
|
IND
application filed for neurological disease
|
EOY
2018
|
$20K
|
|
Phase
1 initiation
|
EOY
2019
|
$20K
|
|
|
Phase
2 initiation
|
EOY
2020
|
$25K
|
|
|
Phase
3 initiation
|
EOY
2021
|
$50K
|
|
|
NDA
approval
|
EOY
2024
|
$100K
|
|
|
First
commercial sale
|
EOY
2024
|
$250K
|
2.
The Diligence
Milestones table in Exhibit F is replaced in its entirety with the
following:
|
Market
|
Milestone
|
Timing
|
|
Field 1 (dietary supplement, sports
nutrition, functional foods, skin
care/cosmetic)
|
Commercial-scale
production
|
12
months
|
|
Cumulative
sales >3kg
|
18
months
|
|
|
$200K
cumulative sales
|
24
months
|
|
|
$1M
cumulative sales
|
36
months
|
|
|
Field 2 (food/beverage with FDA
approval)
|
Cumulative
sales >3kg
|
36
months
|
|
Cumulative
sales >20kg
|
48
months
|
|
|
Field 3 (consumer
foods)
|
Cumulative
sales >3kg
|
24
months
|
|
$100K
cumulative sales
|
36
months
|
|
|
$500K
cumulative sales
|
48
months
|
|
|
Field 4 (research
reagents)
|
$5K
cumulative sales
|
24
months
|
|
$10K
cumulative sales
|
36
months
|
|
|
Field 5 (pharmaceutical)
|
IND
application filed for neurological disease
|
EOY
2018
|
|
Phase
1 initiation
|
EOY
2019
|
|
|
Phase
2 initiation
|
EOY
2020
|
|
|
Phase
3 initiation
|
EOY
2021
|
|
|
NDA
approval
|
EOY
2024
|
|
|
First
commercial sale
|
EOY
2024
|
The
Parties hereby agree to amend the terms of the ELA as provided
above, effective as of the First Amendment Effective Date. Where
the ELA is not explicitly amended, the terms of the ELA will remain
in force. Definitions used in this First Amendment that are not
otherwise defined herein shall have the meanings such terms are
given in the ELA.
IN
WITNESS WHEREOF, the authorized representatives of the parties
hereto have executed this Amendment by affixing their signatures
below on the date(s) indicated:
|
Chromadex,
Inc.
|
Washington
University
|
|
|
|
|
By: /s/ Xxxx Xxxxxxxx
Name:
Xxxx Xxxxxxxx
Title:
COO
Date:
1/2/2016
|
By: /s/ Xxxxxxx
Xxxxxxx
Name:
Xxxxxxx Xxxxxxx, Ph.D.
Title:
Interim Director, OTM
Date:
12.21.15
|
